8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 11, 2014

ULTRA PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

Yukon, Canada	001-33614	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

400 N. Sam Houston Parkway East

Suite 1200

Houston, Texas 77060

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 876-0120

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K is being filed to update the unaudited pro forma condensed combined statement of operations of the registrant through September 30, 2014. The registrant previously filed an unaudited pro forma condensed combined statement of operations through June 30, 2014 with the Securities and Exchange Commission on Form 8-K/A on October 1, 2014.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

The required updated pro forma financial information with respect to the registrant’s previously announced acquisition of all producing and non-producing properties in the Pinedale field in Sublette County, Wyoming from SWEPI LP, an affiliate of Royal Dutch Shell, plc in exchange for certain of the registrant’s producing and non-producing properties in Pennsylvania and a cash payment of $925.0 million (the “SWEPI Transaction”) is provided in Item 9.01(b) of this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2014 and the related notes are attached as Exhibit 99.1 hereto.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Unaudited pro forma condensed combined statement of operations showing the pro forma effects of the SWEPI Transaction for the nine months ended September 30, 2014 and related notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ULTRA PETROLEUM CORP. (Registrant)
Dated: December 11, 2014	By:	/s/ Garrett B. Smith
		Garrett B. Smith
		Chief Legal Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

SWEPI PROPERTIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

On September 25, 2014, a wholly owned subsidiary of Ultra Petroleum Corp. (the “Company” or “Ultra”) completed the previously announced acquisition of all producing and non-producing properties in the Pinedale field in Sublette County, Wyoming (the “SWEPI Properties”) from SWEPI, LP, an affiliate of Royal Dutch Shell, plc in exchange for certain of the Company’s producing and non-producing properties in Pennsylvania (the “Pennsylvania Properties”) and a cash payment of $925.0 million (the “SWEPI Transaction”) pursuant to a Purchase and Sale Agreement dated August 13, 2014. The effective date of the transaction was April 1, 2014. After customary effective-date adjustments and closing adjustments, including payments in settlement of certain liabilities prior to the effective date, the adjusted cash payment was $983.0 million and is subject to further post-closing adjustments. The SWEPI Properties consist primarily of 19,600 net mineral acres in Wyoming where the majority of the properties acquired are those in which the Company already owns an interest and associated oil and gas production and wells and the Pennsylvania Properties consist primarily of 155,000 net acres in Pennsylvania and associated oil and gas production and wells.

The accompanying unaudited pro forma condensed combined statement of operations and accompanying notes of the Company for the nine months ended September 30, 2014 (the “Pro Forma Statements”), which have been prepared by Ultra’s management, are derived from (a) the unaudited consolidated financial statements of Ultra for the nine months ended September 30, 2014 included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014; and, (b) the unaudited statements of revenues and direct operating expenses of the SWEPI Properties for nine months ended September 30, 2014.

These Pro Forma Statements are provided for illustrative purposes only and are not necessarily indicative of the results that would have occurred had the transactions been in effect on the dates or for the periods indicated, or of the results that may occur in the future. The Pro Forma statements are not necessarily indicative of Ultra’s operations going forward because the presentation of the operations of the SWEPI Properties is limited to only revenues and direct operating expenses related thereto, while other operating expenses related to these properties have been excluded. The Pro Forma statements were prepared assuming the purchase of the SWEPI Properties, including purchase price adjustments to date, and assumed related financing transactions occurred on January 1, 2014. These Pro Forma Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, the audited Statement of Revenues and Direct Operating Expenses for the SWEPI Properties for the year ended December 31, 2013, and the unaudited Statement of Revenues and Direct Operating Expenses for the SWEPI Properties for the six months ended June 30, 2014 included in Exhibit 99.1 on the Company’s Report on Form 8-K/A filed on October 1, 2014.

ULTRA PETROLEUM CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

(In Thousands)

	Historical			Pro Forma SWEPI Transaction Adjustments			Pro Forma SWEPI Transaction Financing Adjustments			Pro Forma
	(in thousands, except per share data)
Natural gas sales	$	711,965		$	157,268	(a)	$	—		$	869,233
Oil sales		199,005			33,588	(a)		—			232,593
NGL sales		—			661	(a)		—			661
Total operating revenues		910,970			191,517			—			1,102,487
Expenses:
Lease operating expenses		67,363			20,174	(a)		—			87,537
Liquids gathering system operating lease expense		15,229			—			—			15,229
Production taxes		74,254			28,557	(a)		—			102,811
Gathering fees		41,073			1,059	(a)		—			42,132
Transportation charges		57,882			74,635	(a)		—			132,517
Depletion, depreciation and amortization		204,810			38,943	(b)		—			243,753
General and administrative		14,736			—			—			14,736
Total operating expenses		475,347			163,368			—			638,715
Operating income		435,623			28,149			—			463,772
Other income (expense), net:
Interest expense:
Incurred		(100,043	)		—			(41,572	)(c)		(141,615)
Capitalized		16,083			—			—			16,083
(Loss) on commodity derivatives		(28,323	)		—			—			(28,323	)
Deferred gain on sale of liquids gathering system		7,915			—			—			7,915
Other income (expense), net		(54	)		—			—			(54	)
Total other (expense) income, net		(104,422	)		—			(41,572	)		(145,994	)
Income (loss) before income tax benefit		331,201			28,149			(41,572	)		317,778
Income tax benefit		(1,924	)		—	(d)		—			(1,924	)
Net income (loss)	$	333,125		$	28,149		$	(41,572	)	$	319,702
Net income per common share - basic	$	2.18								$	2.09
Net income per common share - fully diluted	$	2.15								$	2.07
Weighted average common shares outstanding - basic		153,145									153,145
Weighted average common shares outstanding - fully diluted		154,771									154,771

See accompanying notes.

ULTRA PETROLEUM CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

1. Basis of Presentation

On September 25, 2014, a wholly owned subsidiary of Ultra Petroleum Corp. (the “Company” or “Ultra”) completed the previously announced acquisition of all producing and non-producing properties in the Pinedale field in Sublette County, Wyoming (the “SWEPI Properties”) from SWEPI, LP, an affiliate of Royal Dutch Shell, plc in exchange for certain of the Company’s producing and non-producing properties in Pennsylvania (the “Pennsylvania Properties”) and a cash payment of $925.0 million (the “SWEPI Transaction”) pursuant to a Purchase and Sale Agreement dated August 13, 2014. The effective date of the transaction is April 1, 2014. After customary effective-date adjustments and closing adjustments, including payments in settlement of certain liabilities prior to the effective date, the adjusted cash payment was $983.0 million and is subject to further post-closing adjustments. The SWEPI Properties consist primarily of 19,600 net mineral acres in Wyoming and associated oil and gas production and wells, and the Pennsylvania Properties consist primarily of 155,000 net acres in Pennsylvania and associated natural gas production and wells.

On September 18, 2014, the Company issued $850.0 million of 6.125% Senior Notes due 2024 (“Notes”) in order to finance a portion of the purchase price of the SWEPI Transaction. The remainder of the cash payment was funded through borrowings under the Company’s senior revolving credit facility. The Notes are general, unsecured senior obligations of the Company.

The historical financial information is derived from the historical, consolidated financial statements of the Company and the historical statements of revenues and direct operating expenses for the SWEPI Properties (which were based on information provided by SWEPI, LP). The unaudited pro forma condensed combined statement of operations was prepared assuming the purchase of the SWEPI Properties, including purchase price adjustments to date, and assumed related financing transactions occurred on January 1, 2014.

The unaudited pro forma condensed combined statement of operations and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions made by the Company’s management; therefore, actual results could differ materially from the pro forma information. However, management believes the assumptions provide a reasonable basis for presenting the significant effects of the SWEPI Transaction. This unaudited pro forma condensed combined statement of operations is provided for illustrative purposes only and may or may not provide an indication of results in the future.

ULTRA PETROLEUM CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

2. Pro Forma Adjustments and Other Information

The following adjustments were made in the preparation of the unaudited pro forma condensed combined statement of operations:

(a) Revenues and direct operating expenses were derived from the historical records of SWEPI, LP for the acquired SWEPI Properties and from the historical records of the Company for the divested Pennsylvania Properties (in thousands):

	For the Nine Months Ended September 30, 2014
	Acquired SWEPI Properties		Divested Pennsylvania Properties			Pro Forma SWEPI Transaction
Revenues:
Natural gas sales	$	246,122	$	(88,854	)	$	157,268
Oil sales		33,588		—			33,588
NGL sales		661		—			661
Total operating revenues		280,371		(88,854	)		191,517
Direct Operating Expenses:
Lease operating expenses		27,647		(7,473	)		20,174
Production taxes		30,729		(2,172	)		28,557
Gathering fees		—		1,059			1,059
Transportation charges		74,635		—			74,635
Total direct operating expenses		133,011		(8,586	)		124,425

(b) Depreciation, depletion and amortization (“DD&A”) was estimated using the full-cost method and determined as the incremental DD&A expense due to adding the costs, reserves and production of the SWEPI Properties into the computation for the respective period and removing the costs, reserves and production of the Pennsylvania Properties. Asset retirement obligations, related accretion and future development costs were estimated by the Company. The historical depreciation expense associated with the Pennsylvania Properties’ gathering assets was reversed.

(c) Interest expense was computed on the issuance of $850.0 million of Notes with an interest rate of 6.125% and the remaining cash payment using an effective interest rate of 2.40%, which is the interest rate for borrowings under our senior revolving bank credit facility.

(d) As a result of the ceiling test and other impairments recorded during the year ended December 31, 2012, the Company’s previously recorded net deferred tax liability fully reversed into a net deferred tax asset. The Company has recorded a full valuation allowance against its net deferred tax asset balance and no incremental income taxes are reflected in the unaudited pro forma condensed combined statement of operations associated with the SWEPI Transaction.